Corporate | Acquisitions & Mergers

These are often the most significant events in the corporate life-cycle. We have immense experience in M&A transactions, whether of private company sales or purchases (and whether structured as share or asset transactions) or public company transactions subject to the City Code.

Equally, because of the constraints of English company law, the merger or combination of enterprises will frequently be structured as an acquisition of one merger partner by the other or of both by a third new entity, and we are familiar with advising on structuring and documenting the combination of such enterprises.

We are accustomed to dealing with a wide range of transaction values of greater or lesser complexity, and with buyers, sellers and targets in the United Kingdom or overseas.

Our expertise

Our work includes managing complicated sale processes of private companies with large numbers of private investors and employee stakeholders participating in the sale process through the exercise of share options.

The approach that characterises our acting in these transactions is reasonable, commercial and realistic, so as to reach a successful outcome that properly protects our client’s position as swiftly and positively as possible.

Our public company experience includes acting for offerors and offerees on conventional offers as well as takeovers carried out through schemes of arrangements, “Take-private lite” transactions and Rule 9 whitewashes.

Our experience

acting for a listed company in its acquisition from another listed company of a division having subsidiaries in the US and five continental European countries

sale of an internet-only international retail company to a private-equity-funded US buyer

acting for management in its MBO of a division from a listed company

merger of a UK listed company with a US venture-funded corporation

acting for the shareholders of a consultancy company specialising in sub-sea systems for deep-water oil drilling on its sale to an American listed company

acting for a market-leading provider of energy management solutions on a partial exit for its existing shareholders and investment by a large private-equity fund and its subsequent growth strategy by way of several acquisitions

News & Insights

The recent proliferation of ‘crypto-opportunities’ and schemes to fund Bitcoin mining operations, all beg the question of the extent to which such creditably imaginative schemes are regulated by the FSMA financial promotion restrictions.

A key benefit of a family charter is that it can create processes to record agreements on issues specific to the family that simply could not be dealt with in the company’s articles of association or shareholders’ agreement.

If you discover that your business has fallen victim to a payment scam, it is essential you act quickly. We provide guidance on immediate practical steps to take and summarise the main options for legal action to try to recover misappropriated funds.

Payment scams are on the increase. They are big business for fraudsters and businesses of all shapes and sizes are being targeted. All businesses need to be alert to the risks and to ensure staff receive training to combat these convincing scams.

Only in exceptional circumstances will a court “pierce the corporate veil” and attach liability to a shareholder for the actions of a company thus reaffirming a long-standing principle of contract law.

In the ordinary ebb and flow of business, documenting the terms on which deals are struck is not always at the forefront of the minds of those involved: precisely documented terms are, after all, not the main object of the deal and can even be viewed with suspicion (as preventing business, rather than helping it).

Articles of Association (“Articles”) are rarely considered as the contract between a company and its shareholder(s) or the basic manual for the operation of that company, but this is exactly what they are.

With the imminent triggering of Article 50, business owners could be forgiven for thinking that the brakes would have been put on any decisions by potential buyers resulting in a slow-down of business sale transactions. However, that is not necessarily the case.